By the Seller Parties Sample Clauses
The "By the Seller Parties" clause outlines the specific obligations, representations, or actions that must be performed by the parties identified as sellers in an agreement. Typically, this clause details what the seller parties are required to do, such as delivering goods, providing accurate information, or fulfilling certain conditions before closing a transaction. Its core practical function is to clearly allocate responsibilities to the seller parties, ensuring that all parties understand their duties and reducing the risk of disputes over performance.
By the Seller Parties. Each of the Seller Parties, jointly and severally, shall indemnify, save and hold harmless Acquiror, its stockholders, Affiliates and subsidiaries and its and their respective Representatives (collectively, the "Acquiror Indemnitees"), from and against any and all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation made by any of the Seller Parties in this Agreement; (ii) any breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (v) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability (other than the Assumed Liabilities) imposed upon Acquiror by reason of Acquiror's status as transferee of the Business or the Assets; (vii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising from Seller's conduct of the Business on or prior to the Closing Date; or (viii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Seller Parties (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement.
By the Seller Parties. A. Each of the Managers (as to itself only and for or in respect of matters relating to that Manager’s applicable LLC or that LLC’s respective Property or Properties only) hereby warrants, represents and/or covenants to the Buyer as follows (the representations and warranties of each of the Managers, in their respective capacities as the Managers of their respective LLCs, that are set forth in this Section 3.2.1.A being referred to herein collectively as the “Manager’s Property Representations”):
(i) The applicable LLC is a limited liability company validly existing and in good standing under the laws of the state of its formation; is in good standing and qualified to do business in the jurisdiction where the Property or Properties owned by such LLC is located. The applicable LLC and its respective Manager has full authority, right and power to enter into this Agreement, to perform each of their respective obligations hereunder and to consummate the transactions contemplated hereby applicable to it. The applicable LLC and its respective Manager has full authority, right and power to enter into this Agreement and has caused this Agreement to be duly executed and delivered to Buyer by an individual who is duly authorized and empowered to do so. This Agreement and the applicable Seller’s Closing Documents will constitute valid and legally binding obligations of the Seller, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies, and (ii) bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect generally relating to or affecting creditors’ rights.
(ii) The applicable LLC and its respective Manager has obtained all government or third-party consents and approvals, except for the consent of the applicable Existing Lender, necessary for the execution and delivery of this Agreement by the applicable LLC and its respective Manager, to make this Agreement binding upon the applicable LLC and its respective Manager, and to permit consummation of the transactions contemplated herein in accordance with the terms of this Agreement. The execution and performance of this Agreement by the applicable LLC and its respective Manager do not and will not violate, and are not restricted by, the terms of any other contract or instrument to which the applicable LLC or its respective Manager is a party, except for th...
By the Seller Parties. The Company before the Closing and the Seller after the Closing shall protect, defend, indemnify and hold harmless the Buyer Parties from and against (i) any and all Damages incurred by the Buyer Parties arising out of or resulting from any breach of or inaccuracy in any of the representations or warranties of the Seller Parties, or any breach of any of their covenants and other agreements, in each case contained in this Agreement or any of the Other Agreement Documents (without giving effect to any amendment(s) to the Seller Parties’ disclosure schedules delivered pursuant to Section 7.4 hereof); provided however, that for purposes of determining Damages with respect to any breach of any such representations and warranties (but not for determining whether or not there has been a breach), such representations any warranties of the Seller Parties shall be deemed to have been made without any Materiality Qualifications, provided that the limitations of Section 10.4(a) hereof shall continue to apply nonetheless; and/or (ii) any Claim by or on behalf of P▇▇▇▇ ▇▇▇▇▇▇▇ against any Buyer Party arising out of any OARs previously issued to M▇. ▇▇▇▇▇▇▇
By the Seller Parties. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer:
(i) instruments of sale, assignment and transfer with respect to the Company Interests and the NewCo Interests, substantially in the form set forth in Exhibit B (the “Instrument of Assignment”);
(ii) counterparts of each of the other Ancillary Agreements, duly executed by the applicable Seller Party or their applicable Affiliates party thereto;
(iii) the certificate contemplated by Section 6.2(f);
(iv) a properly completed and duly executed IRS Form W-9 of each of the Seller Parties;
(v) the Debt Payoff Letters contemplated by Section 5.13;
(vi) evidence of the valid termination of the agreements set forth on Section 1.3(a)(vi) of the Seller Disclosure Letter by the parties thereto; and
(vii) the written resignations of each of the directors, managers and officers of the Azstarys Entities, effective as of the Closing.
By the Seller Parties. The Andrulis Family Sellers shall (jointly among members of the Andrulis ▇▇▇▇▇▇ ▇ellers but severally with respect to R. John Chapel, ▇▇.) ▇▇d R. John Chapel, Jr., severally and not jointly, in accordance with the proportions set forth on Schedule 2.2, protect, defend, indemnify and hold harmless the Buyer Parties from and against any and all Damages incurred by the Buyer Parties arising out of or resulting from:
(i) any Breach of any of their respective representations, warranties, covenants and other agreements contained in this Agreement (without giving effect to any amendment(s) to the Seller Parties' disclosure schedules delivered pursuant to Section 8.2 hereof), in the Schedules and Exhibits hereto, any Transaction Document or in certificates delivered pursuant to this Agreement or any Transaction Document;
(ii) notwithstanding any disclosures made on any Schedules or Exhibits attached hereto, the matter set forth on Schedule 4.12, Items 1 through 3 ("Giovanni Matter"), the matters set forth on Schedule 4.11(a), Item 2 (Form 5500 matter); provided however that (A) in connection with the Giovanni Matter, the Sellers shall have the right, at their sole expense, to defend, contest or otherwise protect against any such actions and potential liabilities with legal counsel of its own selection, (B) any amounts recovered in connection with the Giovanni Matter by the Buyer shall be paid to the Sellers in the proportions set forth on Schedule 2.2 in immediately available funds within ten (10) days of the Company's receipt of such amount; (C) any settlement entered into by the Company in connection with the Giovanni Matter shall be subject to the consent of the Sellers, not to be unreasonably withheld, conditioned or delayed; and (D) the Additional Escrow may be applied to pay any final settlement or other final resolution of the Giovanni Matter upon direction of Sellers; and
(iii) any claim that the Shareholders' Representative, acting as an agent, attorney-in-fact or in any other representative capacity of the Andrulis Family Sellers in connection with the transactions contempla▇▇▇ ▇▇ ▇his Agreement, or any Transaction Document, lacks the authority to so act or is acting or has acted in excess of such authority, or that any of such agreements, or any actions taken in connection with the Closing of this Agreement, are not binding on any Andrulis Family Seller or effective to consummate the transactions co▇▇▇▇▇▇▇▇ed by this Agreement as they relate to such And...